Protection and Restrictions. 7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that Disclosing Party desires Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including prototypes, technical data, trade secrets and know-how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that Receiving Party can document (i) was publicly known and made generally available prior to the time of Disclosing Party’s disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; (iii) is already in Receiving Party’s possession at the time of disclosure; (iv) is lawfully obtained by Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. Licensee’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 3 contracts
Samples: Services Agreements, License Agreement, License Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation prototypes, technical data, trade secrets and know-how, product plansproductplans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party’s disclosureParty or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving PartyParty in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party’s possession Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s all Confidential Information of the Disclosing Party as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. Licensee’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement. Forcepoint recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.
Appears in 3 contracts
Samples: License Agreement, License Agreement, License Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including prototypes, technical data, trade secrets and know-know- how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that the Receiving Party can document document: (i) was publicly known and made generally available prior to the time of Disclosing Party’s disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party; (iii) is already in the Receiving Party’s possession at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. LicenseeSubscriber’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation prototypes, technical data, trade secrets and know-how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party’s disclosureParty or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving PartyParty in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party’s possession Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s all Confidential Information of the Disclosing Party as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. LicenseeSubscriber’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation prototypes, technical data, trade secrets and know-how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party’s disclosureParty or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving PartyParty in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party’s possession Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s all Confidential Information of the Disclosing Party as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. Licensee’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that Disclosing Party desires Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including prototypes, technical data, trade secrets and know-how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that Receiving Party can document document: (i) was publicly known and made generally available prior to the time of Disclosing Party’s disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; (iii) is already in Receiving Party’s possession at the time of disclosure; (iv) is lawfully obtained by Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. LicenseeSubscriber’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation prototypes, technical data, trade secrets and know-how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party’s disclosureParty or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving PartyParty in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party’s possession Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The that the Receiving Party will treat Disclosing Party’s all Confidential Information of the Disclosing Party as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. Licensee’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that which the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, Products, services, suppliers, customer lists and customer information, prices and costsmarkets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware configuration information, marketing, licenses , finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that which should otherwise reasonably be considered confidential by the Receiving PartyPa rty. Confidential Information may also include information disclosed to a Disclosing Party by third partiesparties that is designated as confidential. When the end user is an instrumentality of the U.S. Government, neither this Agreement nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect. Notwithstanding anything in this Agreement to the contrary , the GSA Customer may retain such Confidential Information as required by law, regulation or its bona fide doc ument retention procedures for legal, regulatory or compliance purposes; provided however, that such retained Confidential Information will continue to be subject to the confidentiality obligations of this Agreement . Confidential Information will shall not, however, include any information that which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party’s disclosureParty or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving PartyParty in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party’s possession Party at the time t ime of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Each party agrees that all Confidential Information of the other party will be treated by the Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it be disclosed to any person other than Disclosing Party and employees and contractors of Receiving Party Party’s personnel on a need to know basis bas is and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. Licensee’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither each party will agrees to only use the Confidential Information of the other party for any purpose other than purposes of carrying out its rights and obligations under this Agreement. Forcepoint recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.
Appears in 1 contract
Samples: License Agreement
Protection and Restrictions.
7.1 5.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that which the Disclosing Party desires the Receiving Party to treat as confidential. confidentia l. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orallyo rally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, e quipment, technical data, trade secrets and know-how, product plans, Products, services, suppliers, customer lists and customer information, prices and costsmarkets, software, databases, developments, inventions, processes, formulas, technology, employee information, des igns, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that which should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third partiesparties that is designated as confidential. When the end user is an instrumentality of the U.S. Government, neither this Agreement nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect. Notwithstanding anything in this Agreement to the contrary , the GSA Customer may retain such Confidential Information as required by law, regulation or its bona fide document retention procedures for legal, regulatory or compliance purposes; provided however, that such retained Confidential Information will continue to be subject to the confidentiality obligations of this Agreement. Confidential Information will shall not, however, include any information that which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party’s disclosureParty or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; (iii) is already in Receiving Party’s possession at the time of disclosure; (iv) is lawfully obtained by Receiving Party from a third party without a breach in violation of such third party's obligations any obligation of confidentiality; or (v) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. Licensee’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.;
Appears in 1 contract
Samples: License Agreement
Protection and Restrictions.
7.1 Each party (the ““ Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that which the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, Products, services, suppliers, customer lists and customer information, prices and costsmarkets, software, databases, developments, inventions, processes, formulas, technology, e mployee information, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that which should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information in formation disclosed to a Disclosing Party by third partiesparties that is designated as confidential. When the end user is an instrumentality of the U.S. Govern ment, neither this Agreement nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect. Notwithstanding anything in this Agreement to the contrary, the GSA Customer may retain such Confidential Information as required by law, regulation or its bona fide document retention procedures for legal, regulatory or compliance purposes; provided however, that such retained Confidential Information will continue to be subject to the confidentiality obligations of this Agreement . Confidential Information will shall not, however, include any information that in formation which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party’s disclosureParty or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving PartyParty in violation of any obligation of confidentiality; (iii) is already in the possession of the Receiving Party’s possession Party at the time of disclosure; (iviv ) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Each party agrees that all Confidential Information of the other party will be treated by the Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it be disclosed to any person other than Disclosing Party and employees and contractors of Receiving Party Party’s personnel on a need to know basis and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of o f its own proprietary and confidential informationin formation, but in no event with less than a reasonable standard of care. Licensee’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither each party will agrees to only use the Confidential Information of the other party for any purpose other than purposes of carrying out its rights and obligations under this Agreement. Forcepoint recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information may be released, despite being characterized as “confidential” by the vendor. For the avoidance of doubt, Licensee agrees that Licensee’s initial response to any such request to provide Forcepoint Products will be to assert the trade secret exceptions to any disclosure requirements.
Appears in 1 contract
Samples: License Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that Disclosing Party desires Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including prototypes, technical data, trade secrets and know-how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that Receiving Party can document document: (i) was publicly known and made generally available prior to the time of Disclosing Party’s disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; (iii) is already in Receiving Party’s possession at the time of disclosure; (iv) is lawfully obtained by Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. LicenseeSubscriber’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 1 contract
Samples: Subscription Agreement
Protection and Restrictions.
7.1 Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires the Receiving Party to treat as confidential. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including prototypes, technical data, trade secrets and know-know- how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information that the Receiving Party can document document: (i) was publicly known and made generally available prior to the time of Disclosing Party’s disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party; (iii) is already in the Receiving Party’s possession at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party will treat Disclosing Party’s Confidential Information as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. LicenseeSubscriber’s use of the Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement.
Appears in 1 contract
Samples: Subscription Agreement